Viviana Power Tech Ltd Directors Report

To,

The Members,

VIVIANA POWER TECH LIMITED,

(previously known as VIVIANA POWER TECH PRIVATE LIMITED) Vadodara

Your Directors are pleased to present the Ninth (9^th) Annual Report on the business and operations of the Company along with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended on 31^st March, 2023.

1. Corporate Overview and General Information:

"Viviana Power Tech Limited" was founded in 2014 with the motive to cater to the requirements of our esteemed clients in the field of Power Transmission, Distribution and Industrial EPC space.

Within the span of about eight years, VIVIANA has completed project worth Rs.140.00 crore (in 8 states across the country). VIVIANA is having ongoing projects worth more than Rs.100 Crores. The projects include ?500 KV HVDC and 400/ 220/ 132/ 66/ 33 KV Transmission lines/ Sub Stations of private and Government utilities and industries. VIVIANA undertakes turnkey jobs for Supply, Erection, Testing & Commissioning of all types of Electrical system.

VIVIANA believes in thriving upon customer satisfaction by continual improvisation and project completion within the stipulated time limit. VIVIANA has a dedicated workforce, inherent strength and tie-ups.

2. Financial Results: Standalone and Consolidated

(Rs. In lacs)

Particulars	Standalone		Consolidated
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
Total Revenue	3625.00	3304.67	3642.00
Total Expenditure	3227.02	2903.16	3230.05
Profit Before Exceptional &	397.98	401.51	411.95
Extraordinary items & tax				Not Applicable
Prior Period Items	-	(23.03)	-
Profit Before Taxes	397.98	378.48	411.95
Less : Current Tax	102.50	100.00	106.00
Less: Tax Expenses Earlier period	0.08	-	0.08
Less : Deferred Tax Expenses(Income)	(5.47)	(1.34)	(5.47)
Profit After Taxes	300.88	279.82	311.35	Not Applicable

The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory

Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with

Rule 7of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended. The financial statements of the Company are consolidated with that of Viviana Engineering Private Limited, Wholly owned Subsidiary.

3. State of Companys Affairs and Outlook

We believe in thriving upon customer satisfaction through continual improvisation and project completion within the stipulated time limit. Our services are focused on delivering outstanding results for our clients. We provide prompt servicestocatertothespecificneeds of the business and assist in achieving the business goals. We have a dedicated workforce, inherent strength, and tie-ups.

Our Company is committed to providing services and products to its clients at the highest attainable standard of safety and environmental protection for its employees, contractors, and other interested parties throughout all areas of its activities, in accordance with client expectations, demands, and schedules, providing flexible performance and quick reactions to changes and meeting the quality requirements defined in standards and specifications.

Our Company is an ISO 9001:2015 certified organization for Quality Management Systems, ISO

14001:2015 for Environmental Management Systems, and OHSAS 45001:2018 for Occupational Health and Safety Management System. We are committed to providing quality work to our customers that meet the project standards and specifications for materials, workmanship, tolerances, schedules, and public service while maintaining profitability and competitiveness. We ensure continual improvement through quality processes that are directed by a strong management team.

Our Promoters and key managerial personnel have been instrumental in the growth of our business and actively advise us on corporate strategy and planning. They are having excellence in EHV Power Transmission system development and has successfully executed large-scale projects. We have a strong management team with significant industry experience. Our Managing Director, Mr. Nikesh Kishorchandra Choksi and Whole Time Director, Mr. Richi Nikeshbhai Choksi, have 38 years and 12 years of experience respectively in the Power industry thus vast experience of the Directors has been instrumental in determining the vision and growth strategies for our Company. We further believe that our market position has been achieved by adherence to the vision of our Promoters and senior management team and their experience of over a decade in the industry in which our Company operates.

4. Change of the Name of the Company and Conversion from Private Limited to

Public Limited:

During the Year under Review, the Company was converted from "Private Limited" to "Public Limited" and consequently the name of the Company be changed from "VIVIANA POWER TECH PRIVATE LIMITED" to "VIVIANA POWER TECH LIMITED" by deleting the word "Private" from the name of the Company at the Annual General Meeting of the Company held on 25^th April, 2022. The Ministry of Corporate Affairs, Registrar of certificateof incorporation consequent upon Companies, Ahmedabad issued fresh conversion from private company to public company on 14^th May, 2022.

5. Initial Public Offer:

During the year under review, your Company successfully completed its Initial Public Offer

Company raised Rs. 8.80 Crores in its initial public offering by issuance 10/- each at price of Rs. 55/- per share including premium of Rs. 45/- per share. The Equity Shares of the Company were listed on EMERGE platform of National Stock Exchange (NSE) w.e.f. September 16, 2022.

6. Statement of Deviation(s) or Variation(s):

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated

August 29, 2022, in respect of the Initial Public Offering of the Company.

During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.

IPO PROCEEDS:

Gross Proceeds of IPO	Rs. 8,80,00,000/-
Less: Issue expenses	Rs. 65,00,000/-
Total net proceeds of IPO	Rs. 8,15,00,000/-

Statement of Utilization: (till 31.03.2023)

1. Working Capital Requirement	Rs. 7,00,00,000/-
2. General Corporate purpose	Rs. 1,15,00,000/-
TOTAL	Rs. 8,15,00,000/-
Pending For Utilization	nil

7. Transfer to Reserves:

During the year under review, no amount has been transferred to the reserves by the Company.

8. Dividend:

With a view to conserving resources for expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

9. Change in nature of Business:

During the year under review, there is no change in the nature of business activities of the Company.

10. Material changes and commitment occurred after the end of Financial Year and up to the date of Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report. However, the Board at its meeting held on 12^th June, 2023 has decided to dispose of its entire investment of Rs. 1,00,000/- in wholly owned subsidiary company Viviana Engineering Private Limited in order to focus more on high potential core business.

11. Subsidiary Company or Joint Venture Company or Associate Company:

Your Company has incorporated its Wholly owned subsidiary company with the name "Viviana

EngineeringPrivateLimited",videcertificate dated November 23, 2022. Details of wholly owned subsidiary company have been attached under form AOC-1. (Annexure I) Your Company does not have any Joint Venture Company or Associate Company.

12. Adequacy of Internal Control System:

Company has adequate Internal Financial Controls System over financial reporting which all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys

Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

13. Deposits:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31^st March 2023, the company has outstanding unsecured loan of Rs. 1,57,26,348.42 from the Directors.

14.Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. Investments made during the year were within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013. During the year, the Company made investment of Rs. 100000/- by way of subscription to the Memorandum of Association of Viviana Engineering Private Limited. The Company is wholly owned holding company of Viviana Engineering Private Limited.

15. Share capital:

During the year under review, the company increased the Authorized Share Capital from existing Rs. 25,00,000 (Rupees Twenty-five Lakh) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- each to Rs. 6,50,00,000 (Rupees Six Crore Fifty Lacs) divided into 65,00,000 (Sixty-five Lacs)

Equity Shares of Rs. 10/- each by creation of additional 62,50,000 (Sixty-two Lacs Fifty Thousand) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company. As on 31^st March 2023, the authorized share capital of the Company is Rs. 6,50,00,000 comprising of 65,00,000 equity shares of 10 each. The paid up Equity share capital of Company as on 31^st March, 2023 is Rs. 5,97,00,000/- divided into 59,70,000 equity shares of Rs. 10/- each. During the year under review, the paid up capital has increased via following events:

a. Buy Back of Securities:

Company has not bought back any of its securities during the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

During the year under review, Company has issued and allotted 41,40,000 Equity Shares of Rs.10 each, at par, aggregating Rs. 4,14,00,000/- as bonus shares to the holders of the existing equity shares whose name appear in the Register of Members of the Company as on Record Date i.e. April 01, 2022 in the proportion of 18(Eighteen) new equity share for every 1 (One) equity shares of 10/- (Rs. Ten) paid up.

d. Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

e. Fresh Issue of Shares:

During the year under review, Company came up with its Initial Public Offer of 16,00,000 equity shares at Rs. 55/- (including premium of Rs. 45) total amount aggregating to Rs. 8,80,00,000/- was raised from the Initial public offer. The Board approved the allotment of total 16,00,000 equity shares of the

Company on September 13, 2022. Equity shares, aggregating to 59,70,000 equity shares were listed on the EMERGE platform of National Stock Exchange Limited on September 16, 2022.

16. Transfer to Investor Education & Protection Fund:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

17. Board Evaluation:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The

Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

18. Directors & Key Managerial Personnel:

i) Appointment of Directors:

During the year under Review, the Board at their meeting held on May 14, 2022 proposed appointment of Mr. Richi Nikeshbhai Choksi (DIN-07020977) as Whole Time Director and Mr. Nikesh Kishorchandra Choksi (DIN-07762121) as Managing Director of the Company subject to the Approval of the same in the General Meeting by the Shareholders.

Mr. Richi Nikeshbhai Choksi (DIN-07020977) was appointed as Whole Time Director and Mr. Nikesh Kishorchandra Choksi (DIN-07762121) was appointed as Managing Director by the Shareholders in their Extra-Ordinary General Meeting held on 17^th May, 2022 for a period of 5 (five) years with effect from 14.05.2022.

During the year under Review, Mrs. Reemaben Nikshbhai Choksi (DIN-09608811) was appointed as Non-Executive Director with effect from 17.05.2022 by the Shareholders in their Extra-Ordinary General Meeting held on 17^th May, 2022.

During the year under Review, the Board at their meeting held on May 14, 2022 proposed appointment of Mr. Vishal Ranchhodbhai Thakarani (DIN- 09595970) and Mrs. Sneha Prakashbhai Thacker (DIN- 09595802) as Independent Non-Executive Directors of the Company subject to the Approval of the same in the General Meeting by the Shareholders.

Mr. Vishal Ranchhodbhai Thakarani (DIN-09595970) and Mrs. Sneha Prakashbhai Thacker (DIN- 09595802) were appointed as Independent Non-Executive Directors by the Shareholders in their ExtraOrdinary General Meeting held on 17^th May, 2022 for a consecutive term of 5 years commencing from 17.05.2022.

The above appointments have been approved with requisite majority by the members through special resolutions.

ii) Resignation of Director

During the Year under Review, Ms Priyanka Richi Choksi (DIN: 07020969) resigned from the Directorship of the Company w.e.f. 18.05.2022.

iii) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Nikesh Kishorchandra Choksi (DIN: 07762121), Managing Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.

iv) Appointment of Chief Financial Officer:

During the year under Review, the Board at their meeting held on May 14, 2022 made appointment of Ms. Priyanka Richi Choksi (DIN-07020977) as Chief Financial Officer of the Company with effect from 17.05.2022.

v) Appointment of Company Secretary:

During the year under review, the Board at their meeting held on May 14, 2022 made appointment of Ms Hiral Indravadan Bhatt (Membership No. A43957) as Company Secretary of the Company with effect from 17.05.2022.

19. Meetings:

i. Board Meeting

During the year under review, the following Board meetings were held and convened:

Sr No.	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Number of directors Attended	Attendance % of attendance
1	01.04.2022	3	3	100
2	18.04.2022	3	3	100
3	19.04.2022	3	3	100
4	23.04.2022	3	3	100
5	14.05.2022	2	2	100
6	17.05.2022	5	5	100
7	25.05.2022	5	5	100
8	31.05.2022	5	5	100
9	29.08.2022	5	5	100
10	13.09.2022	5	5	100
11	10.11.2022	5	4	80
12	03.02.2023	5	4	80

ii. Committee Meeting

During the year under review, the following Committee meetings were held and convened

Sr No.	Type of meeting	Date of Meeting	Total Number of Members as on the date of the meeting	Attendance Number of Members Attended	% of attendance
1	Audit Committee Meeting	29.08.2022	3	3	100
2	Stakeholder Relationship Committee	10.11.2022	3	2	66.67
3	Audit Committee Meeting	10.11.2022	3	2	66.67
4	Audit Committee Meeting	03.02.2023	3	3	100
5	Separate Independent Director Meeting	03.02.2023	2	2	100
6	Nomination and Remuneration Committee	03.02.2023	3	3	100

iii. General Meeting

During the year under review, the following General meetings were held and convened

Sr No.	Type of Meeting	Date of Meeting	Total Number of Members entitled to attend meeting	Number of Members Attended	Attendance % of attendance
1	Extra- Ordinary General Meeting	14.04.2022	3	3	100
2	Annual General Meeting	25.04.2022	7	7	100
3	Extra- Ordinary General Meeting	17.05.2022	7	7	100

20. Directors Responsibility Statement:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

2. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year under review;

4. That the Directorshavetakenproperandsufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

5. That the Directors have prepared the annual accounts on a going concern basis

6. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

7. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Independent Directors Declaration:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of

Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

22. Familiarisation Program for Independent Directors:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www. vivianapowertech.com

23. Audit Committee:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ‘Limited Review" of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee. The composition of the Audit Committee as at March 31, 2023:

Name of Member	Membership	Category
Sneha Prakashbhai Thacker	Chairperson	Independent Director
Vishal Ranchhodbhai Thakarani	Member	Independent Director
Richi Nikeshbhai Choksi	Member	Whole-Time Director

24. Nomination and Remuneration Committee and Companys Policy On directors appointment and remuneration:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination and Remuneration Committee ("NRC"). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

• Formulation of criteria for evaluation of performance of independent directors and the Board.

• Devising a policy on Board diversity

• Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Recommending the remuneration, in whatever form, payable to the senior management personnel.

• Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

• Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee The composition of NRC as on March 31, 2023:

Name of Member	Membership	Category
Vishal Ranchhodbhai Thakarani	Chairperson	Independent Director
Sneha Prakashbhai Thacker	Member	Independent Director
Reemaben Nikshbhai Choksi	Member	Non-Executive Director

25. Auditors:

a. Statutory Auditors:

M/s. MUKUND & ROHIT, Chartered Accountants, bearing ICAI Registration Number: 113375W has been appointed as Statutory Auditor of the company for a period of fiveyears starting from the Annual

General Meeting held for FY 2021-22 till Annual General Meeting to be held for FY 2026-27.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory

Auditor has issued Audit Reports with unmodifiedopinion on the Standalone and Consolidated Financial

Statements of the Company for the year ended 31^st March, 2022. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report. b. Internal Auditors:

Company has in placeanadequateinternalauditframeworktomonitortheefficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organizations risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

For the FY 2022-23, Company appointed M/S. SNEHAL SHAH & ASSOCIATES Chartered Accountant(s), Vadodara (FRN: 128877W) as the Internal Auditors for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company. The Internal Auditors report to the Audit Committee on half yearly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2022- 23. c. Secretarial Auditors:

The Board appointed Mr. Kashyap Shah, Practicing Company Secretary, to conduct secretarial audit for the financial year 2022-23. The secretarial audit report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The observation/ remarks provided in the report are self-explanatory.

26. Explanations on Qualifications/ Adverse Remarks contained in the Audit

Report:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report.

Observations of the Auditors are self explanatory and do not call for further information.

27. Frauds reported under Section 143(12) of the Companies Act, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

28. Risk Management:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

29. Corporate Social Responsibility (CSR):

Since the Companys net worth does not exceed Rs. 500.00 crores or Companys turnover does not exceed Rs. 1,000.00 crores or the Companys net profitdoes not exceed Rs. 5.00 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company.

30. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2022-23.

31. Conservation of Energy, Technology Absorption and Foreign Earnings and

Outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated : nil

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical know how from anyone and hence not applicable.

2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3. Expenditure incurred on Research and Development : Nil

(C) Foreign exchange earnings and Outgo

PARTICULARS Amt (In Rs.)

Foreign Exchange earned in terms of actual inflows during the year

Foreign Exchange outgo during the year in terms of actual outflows

32. Statement under Rule 5 (2) Of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as below:

The percentage increase in remuneration of each Director, Officerand Company Chief Financial

Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Name of Director/ Key Managerial Personnel	Designation	% Increase in Remuneration in the year 2022- 23	Ratio of Remuneration of each Director to Median remuneration of employee
Richi Nikeshbhai Choksi	Wholetime Director	20%	7.50 :1
Nikesh Kishorchandra Choksi	Managing Director	20%	7.50 :1
Reemaben Nikshbhai Choksi	Director Chief	0%	0
Priyanka Richi Choksi	Financial Officer	0%	3.75 :1
Hiral Indravadan Bhatt	Company Secretary	0%	0.45:1

Notes: Remuneration to Non-executive & Independent Directors includes only sitting fees and annual commission.

Increase or decrease in their remuneration is due to increase or decrease in the meetings held/attended during the year. ii. The median remuneration of employees of the Company during the financial year was Rs. 2,74,027.00 p.a. iii. In the financial year, there was decrease of 4% p.a in the median remuneration of employees; iv. There were 36 permanent employees on the rolls of Company as on March 31, 2023. v. Average percentage increase/decrease made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2022-2023 was 10.23 % whereas the increase in the managerial remuneration for the same financial year was 20% vi. Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

None of the Directors of the Company are in receipt of any commission from the Company.

The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 is furnished as below:

Sr. No.		Name of Employee	Designation	Salary (per month) ( in Rs.)		Experi- Qualification ence (in years)	Date of joining	Last Employ- ment
1		Nikesh Choksi	Managing Director	2,50,000.00		B.E. 38 Electrical	30/12/2014	Adani Transmis- sion Ltd
2		Richi Choksi	Whole-Time Direc- tor	2,50,000.00		B.E. 11 Electrical	30/12/2014	Larsen and Toubro Ltd
3	Priyanka Choksi		Chief Financial Officer		1,25,000.00	MBA Finance 8	17/05/2022	-
4	Ajit Sakhra- nai		Head Business Development		1,25,006.00	BE Electrical 12	12/04/2021	Pratibha Engi- neering Private Limited
5	Manohar Ranjan		Senior Manager - Proposal & Mar- keting		83,334.00	BE Electrical/ 17 MBA	01/12/2022	Unitech Power Transmission ltd Transrail Engi-
6	Chhotelal Singh		Assistant Manager		70,611.00	B.Com 38	08/10/1976	neering Compa- ny Ltd.
7	Sunil Thak- kar Hiral		Advisor (Account& finance)		33,364.00 15,000.00	B.COM/ 39 LLB CS /	08/05/1961	GETCO Hindustan
8	Bhatt Abhishek		Company Secretory			7 LLB B.A, Diploma in	15/05/2022	Laboratories Limited R.S Infraproject
9	Pramanik		Head Procurement		50,000.00	Material Man- 7 agement	19/05/2023	Pvt Ltd Archana Engi-
10	Kajal Ade- shra		Lead Advisor-Fi- nance & Accounts		40,408.00	B.COM 10	04/12/2018	neering Com- pany

33. Disclosure on establishment of Vigil Mechanism:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Companys website and can be accessed at the https://www.vivianagroup.in/pdf/2.%20Policies/Vigil%20Mechanism%20and%20 Whistle%20Blower%20Policy.pdf.

34. Disclosure in respect of scheme formulated under section 67(3) of the Companies act, 2013:

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

35. Disclosures pursuant to section 197 (14) of the Companies act, 2013:

None of the Directors of the Company is in receipt of any commission from any holding or subsidiary Company.

36. Related Parties Transactions:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2022-23 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arms length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. transactions that may have potential conflict with Therearenomateriallysignificant interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure III to this Report.

Companys Related Party Transactions Policy appears on its website link: https://www.vivianagroup.in/pdf/2.%20Policies/Policy%20on%20related%20party%20transactions.pdf

37. Management Discussion and Analysis:

The Management Discussion and Analysis Report is appended as Annexure-IV to this Report.

38. Annual Return:

The Annual Return of Company for the FY 2022-23 will be available on the Companys website at https:// www.vivianagroup.in/.

39. Significant and material order passed by the Regulators/

Duringtheyearunderreview,nosignificant order was passed by the Regulators or courts.

40. Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost record is not applicable to the Company for the Financial Year 2022-23.

41. Compliance of Applicable Secretarial Standards:

During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

42. Details of application made or any preceding pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

43. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof: Not Applicable

Acknowledgments:

The Board takes this opportunity in expressing their gratitude to the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.